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J.C. Penney Offers to Buy Back Bonds

Retailer may need to sweeten its offer for bonds that could restrict its debt load, analyst says.

J.C. Penney Co. may need to pay more than the 135 cents on the dollar it offered yesterday to tender bonds that can restrict the retailer’s debt load, according to Gimme Credit LLC.

J.C. Penney’s 7.125 percent securities due November 2023 climbed to 144.75 cents on the dollar at 4:23 p.m. in New York to yield 2.3 percent, an increase of 10 cents yesterday and 32.5 cents Monday, according to Trace, the bond-price reporting system of the Financial Industry Regulatory Authority. The company offered to buy back the notes for 130 cents on the dollar and pay an additional 5 cents on the dollar if bondholders consent to amending the indenture, according to a statement today.

“It’s likely there will be at least one more round of ’sweetening’ the tender offer, considering how important this tender is to the company’s financing plans,” Carol Levenson, director of research at Chicago-based Gimme Credit, wrote in an e-mail. “On the other hand, given the increase in the price already (probably the most any corporate bond has ever increased in two days barring some kind of ’positive event risk’ like an acquisition by a better credit), you probably don’t want to be too greedy.”

A make-whole price would cost Plano, Texas-based J.C. Penney about 153 cents on the dollar, an amount the company probably won’t pay, Carla Casella, a high-yield consumer, food and retail analyst at JPMorgan Chase & Co., wrote in a note yesterday.

The $254.5 million in notes jumped after the company said Monday proceeds of a secured loan may be used to amend or acquire the notes, an attempt to remove a provision that restricts the amount of debt it incurs. The securities traded as low as 83 cents in January to yield 9.69 percent.

If too few bondholders agree to amend the indentures, J.C. Penney intends to defease the bonds to get around the restrictive covenants, Levenson wrote.

To defease a bond, a company contributes cash or Treasury securities to a trust fund to ensure interest payments over time, thereby in effect eliminating the credit risk from the company, said James Goldstein, a credit analyst at CreditSights Inc.

Sales Slump

The retailer working to rebound from the lowest annual sales in more than two decades received a $1.75 billion, five-year term loan commitment from Goldman Sachs Group Inc., J.C. Penney said Monday in the statement. Proceeds may be used to fund working capital requirements and “to amend, acquire or satisfy and discharge” the 7.125 percent notes, J.C. Penney said.

The securities are J.C. Penney’s only bonds with a so-called incurrence covenant that can restrict future issuance if the company’s ratio of net tangible assets to senior funded indebtedness is below 200 percent. The ratio was 304 percent at the end of last year, J.C. Penney said in a March 20 regulatory filing. Note holders are being solicited to eliminate those “restrictive” covenants, certain events of default and other provisions, J.C. Penney said yesterday.

The offer expires at 5 p.m. in New York on May 13, the company said.

Moody’s Investors Service downgraded J.C. Penney’s long-term rating to Caa1 from B3, noting that while the new term loan will bolster the company’s liquidity, it does not resolve long-term performance concerns. It also will “greatly weaken JCP’s capital structure at a time when its earnings are at precarious levels,” the ratings company said.

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